| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
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(Address of principal executive offices) |
(Zip Code) | |
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
one-tenth (1/10) of one Ordinary Share |
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer |
☒ | Smaller reporting company | ||||
| Emerging growth company | ||||||
WEST ENCLAVE MERGER CORP.
FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2026
TABLE OF CONTENTS
June 30, 2026 |
December 31, 2025 |
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(Unaudited) |
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ASSETS |
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Current assets |
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Cash |
$ | $ | ||||||
Prepaid expenses and other current assets |
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Total Current Assets |
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Long-term prepaid insurance |
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Deferred offering costs |
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| Cash and marketable securities held in Trust Account |
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Total Assets |
$ |
$ |
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LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ EQUITY |
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Current Liabilities |
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Accrued offering costs |
$ | $ | ||||||
Accrued expenses |
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Advance from related party |
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Promissory note – related party |
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Total Current Liabilities |
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EBC Loan |
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Total Liabilities |
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Commitments and contingencies (Note 6) |
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Ordinary shares subject to possible redemption, |
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Shareholders’ Equity |
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Preference shares, $ |
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Ordinary shares, $ , respectively (1) |
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Subscription receivable |
( |
) | ||||||
Additional paid-in capital |
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Retained Earnings (Accumulated deficit) |
( |
) | ||||||
Total Shareholders’ Equity |
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Total Liabilities, Ordinary Shares Subject to Possible Redemption and Shareholders’ Equity |
$ |
$ |
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| (1) | Included an aggregate of up to |
For the Three Months Ended June 30, 2026 |
For the Six Months Ended June 30, 2026 |
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| General and administrative costs |
$ | $ | ||||||
| |
|
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| Loss from operations |
( |
) |
( |
) | ||||
| Other income: |
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| Interest earned on cash and marketable securities held in Trust Account |
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| Other income |
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| Net income |
$ |
$ |
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| |
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| Basic weighted average shares outstanding, ordinary shares subject to redemption |
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| Basic net income per share, ordinary shares subject to redemption |
$ |
$ |
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| |
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| Diluted weighted average shares outstanding, ordinary shares subject to redemption |
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| Diluted net income per share, ordinary shares subject to redemption |
$ |
$ |
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| |
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| Basic weighted average shares outstanding, ordinary shares not subject to redemption |
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| |
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| Basic net income per share, ordinary shares not subject to redemption |
$ |
$ |
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| |
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| Diluted weighted average shares outstanding, ordinary shares not subject to redemption |
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| |
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| Diluted net income per share, ordinary shares not subject to redemption |
$ |
$ |
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| |
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|
|
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Ordinary shares |
Additional Paid-In Capital |
Subscription Receivable |
(Accumulated Deficit) Retained Earnings |
Shareholders’ Equity |
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Shares (1) |
Amount |
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Balance – December 31, 2025 |
$ | $ | $ | ( |
) | $ | ( |
) | $ | |||||||||||||||
Receipt of subscription receivable |
— | — | — | — | ||||||||||||||||||||
Net loss |
— | — | — | — | ( |
) | ( |
) | ||||||||||||||||
Balance – March 31, 2026 (unaudited) |
$ |
( |
) |
|||||||||||||||||||||
Accretion for ordinary shares to redemption amount |
— | — | ( |
) | — |
— | ( |
) | ||||||||||||||||
Sale of |
— |
— | ||||||||||||||||||||||
Fair value of rights included in Public units |
— |
— |
— |
— |
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Allocated value of transaction costs to ordinary shares |
— |
— |
( |
) | — |
— |
( |
) | ||||||||||||||||
Capital contribution made by Sponsor related to the interests in founders shares allocated to non-managing members |
— |
— |
— |
— | ||||||||||||||||||||
Cost of raising capital related to interests in founders shares allocated to non-managing members |
— |
— |
( |
) | — |
— | ( |
) | ||||||||||||||||
Net income |
— |
— |
— |
— |
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Balance – June 30, 2026 (unaudited) |
$ |
$ |
$ |
$ |
$ |
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| (1) | Includes an aggregate of up to |
For the Six Months Ended June 30, 2026 |
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Cash Flows from Operating Activities: |
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Net income |
$ | |||
Adjustments to reconcile net income to net cash used in operating activities: |
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Interest earned on cash and marketable securities held in Trust Account |
( |
) | ||
Changes in operating assets and liabilities: |
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Prepaid expenses and other current assets |
( |
) | ||
Long-term prepaid insurance |
( |
) | ||
Accrued expenses and offering costs |
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Net cash used in operating activities |
( |
) | ||
Cash Flows from Investing Activities: |
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Investment of cash in Trust Account |
( |
) | ||
Net cash used in investing activities |
( |
) | ||
Cash Flows from Financing Activities: |
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Proceeds from issuance of EBC shares |
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Proceeds from sale of Units, net of underwriting discounts paid |
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Proceeds from sale of Private Placement Units |
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Proceeds from EBC loan |
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Advances from related party |
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Proceeds from promissory note – related party |
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Repayment of promissory note – related party |
( |
) | ||
Payment of offering costs |
( |
) | ||
Net cash provided by financing activities |
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Net Change in Cash |
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Cash – Beginning of period |
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Cash – End of period |
$ |
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Non-Cash investing and financing activities: |
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Offering costs included in accrued offering costs |
$ | |||
Accretion of ordinary shares to redemption value |
$ | |||
Gross proceeds |
$ | |||
Less: |
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Proceeds allocated to Public Rights |
( |
) | ||
Public Shares issuance costs |
( |
) | ||
Plus: |
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Remeasurement of carrying value to redemption value |
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Ordinary shares subject to possible redemption, June 30, 2026 |
$ |
|||
For the Three Months Ended June 30, 2026 |
For the Six Months Ended June 30, 2026 |
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Redeemable |
Non-redeemable |
Redeemable |
Non-redeemable |
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Basic net income per Ordinary Share |
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Numerator: |
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Allocation of net income |
$ | $ | $ | $ | ||||||||||||
Denominator: |
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Weighted average Ordinary Shares outstanding |
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Basic net income per Ordinary Share |
$ | $ | $ | $ | ||||||||||||
For the Three Months Ended June 30, 2026 |
For the Six Months Ended June 30, 2026 |
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Redeemable |
Non-redeemable |
Redeemable |
Non-redeemable |
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Diluted net income per Ordinary Share |
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Numerator: |
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Allocation of net income |
$ | $ | $ | $ | ||||||||||||
Denominator: |
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Weighted average Ordinary Shares outstanding |
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Diluted net income per Ordinary Share |
$ | $ | $ | $ | ||||||||||||
| Level 1: | Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. | |
| Level 2: | Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. | |
| Level 3: | Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. | |
Description |
Level |
June 30, 2026 |
December 31, 2025 |
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Assets: |
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Cash and marketable securities held in Trust Account |
1 | $ | $ | |||||||||
June 30, 2026 |
December 31, 2025 |
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| Cash |
$ | $ | ||||||
| Cash and marketable securities held in Trust Account |
$ | $ | ||||||
For the Three Months Ended June 30, 2026 |
For the Six Months Ended June 30, 2026 |
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| General and administrative costs |
$ | $ | ||||||
| Interest earned on cash and marketable securities held in Trust Account |
$ | $ | ||||||
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to West Enclave Merger Corp. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to West Enclave Sponsor LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.
Special Note Regarding Forward-Looking Statements
This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s final prospectus for its Initial Public Offering filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
Overview
We are a blank check company incorporated in the Cayman Islands on December 9, 2025 formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses (a “Business Combination”). We intend to effectuate our Business Combination using cash derived from the proceeds of the Initial Public Offering and the sale of the Private Placement Units, our shares, debt or a combination of cash, shares and debt.
We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a Business Combination will be successful.
The registration statement for the Company’s Initial Public Offering has been declared effective by the Securities and Exchange Commission (the “SEC”) on April 29, 2026. On May 1, 2026, the Company consummated the Initial Public Offering of 10,000,000 Units at $10.00 per Unit, generating gross proceeds of $100,000,000. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 425,000 Private Placement Units at a price of $10.00 per Private Placement Unit, generating gross proceeds of $4,250,000. On May 4, 2026, the underwriters of the Company notified the Company of their exercise of the over-allotment option in full and purchased 1,500,000 additional units at $10.00 per unit upon the closing of the over-allotment, generating gross proceeds of $15,000,000. The over-allotment option closed on May 6, 2026 simultaneously with a private placement of $412,500.
Following the closing of the Initial Public Offering and the over-allotment option, an amount of $116,150,000 ($10.10 per Unit) from the net proceeds of the sale of the Units and the sale of the Private Placement Units was held in the Trust Account.
On May 8, 2026, the Company issued a press release announcing that the holders of the Units may elect to separately trade the ordinary shares and rights included in the Units commencing on May 13, 2026. Those Units that are not separated will continue to trade on The New York Stock Exchange (the “NYSE”) under the symbol “WENC U” and the ordinary shares and rights that are separated will trade on the NYSE under the symbols “WENC” and “WENC RT,” respectively.
Results of Operations
We have neither engaged in any operations nor generated any revenues to date. Our only activities from December 9, 2025 (inception) through June 30, 2026 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and identifying a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. We generate non-operating income in the form of interest income on cash and marketable securities held in the Trust Account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.
For the three months ended June 30, 2026, we had a net income of $509,855, which consists of interest income earned on cash and marketable securities held in Trust Account of $651,451, offset by general and administrative cost of $141,596.
For the six months ended June 30, 2026, we had a net income of $469,457, which consists of interest income earned on cash and marketable securities held in Trust Account of $651,451, offset by general and administrative cost of $181,994.
14
Liquidity and Capital Resources
Pursuant to the Initial Public Offering and the Over-Allotment Option, the Company sold 11,500,000 Units at a price of $10.00 per Unit, generating gross proceeds of $115,000,000.
As of June 30, 2026, the Company had cash of $879,639 and a working capital of $823,944.
In order to finance transaction costs in connection with a Business Combination, the Sponsor, EarlyBirdCapital (“EBC”), or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. Repayment of Working Capital Loans which may be made by the Sponsor or an affiliate of the Sponsor or certain of the officers and directors to finance transaction costs in connection with an intended initial Business Combination. Up to $1,500,000 of such loans may be convertible into Private Placement Units of the post-business combination entity at a price of $10.00 per Unit at the option of the lender. Such units would be identical to the Private Placement Units. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. There have been no borrowings under this arrangement to date.
In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements—Going Concern,” the Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business. However, if the estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the initial Business Combination. The Company has the Completion Window to complete the initial Business Combination. Management has determined that the close of Initial Public Offering on May 1, 2026 and the full over-allotment option on May 6, 2026, has provided the Company with sufficient funds to finance the working capital needs of the Company up to one year from the date of issuance of the financial statements.
Following the Initial Public Offering, the full exercise of the over-allotment option, and the sale of the Private Units, a total of $116,150,000 was placed in the Trust Account. We incurred $3,159,249, consisting of $2,300,000 of cash underwriting fee, and $859,249 of other offering costs.
For the six months ended June 30, 2026, cash used in operating activities was $234,681. Net income of $469,457 was affected by interest earned on marketable securities held in the Trust Account of $651,451. Changes in operating assets and liabilities used $52,687 of cash for operating activities.
As of June 30, 2026, we had marketable securities held in the Trust Account of $116,801,451 (including approximately $651,451 of interest income), consisting of the UBS Select 100% U.S. Treasury Preferred Fund, a qualified treasury-only money market fund. We may withdraw interest from the Trust Account to pay taxes, if any. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
As of June 30, 2026, we had cash of $879,639. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, structure, negotiate and complete a Business Combination.
In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination, we would repay such loaned amounts. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such Working Capital Loans may be convertible into private placement units of the post Business Combination entity at a price of $10.00 per unit at the option of the lender. The units would be identical to the Private Units.
We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our public shares upon completion of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.
Off-Balance Sheet Arrangements
We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of June 30, 2026. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.
15
Contractual obligations
We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to an affiliate of the Sponsor $10,000 per month for office space, utilities and secretarial and administrative support services provided to members of the management team.
Pursuant to a Business Combination Marketing Agreement, the Company has engaged EBC as an advisor in connection with the initial Business Combination to assist in holding meetings with shareholders to discuss the potential business combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing its securities in connection with the initial Business Combination and assist with press releases and public filings in connection with the Business Combination. The Company will pay EBC a cash fee for such services upon the consummation of the initial Business Combination in an amount equal to 3.5% of the gross proceeds of the Initial Public Offering, provided that the Company may, in its sole discretion, allocate up to half of the fee to other FINRA members who assist in the Business Combination, provided that EBC’s fee shall be at least $2,000,000.
Critical Accounting Policies
The preparation of unaudited condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies:
Ordinary Shares Subject to Possible Redemption
We account for our ordinary shares subject to possible conversion in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption are classified as a liability instrument and measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. Our ordinary shares feature certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of our condensed balance sheets.
Net Income Per Ordinary Share
We apply the two-class method in calculating earnings per share. Net income per ordinary share, basic and diluted for ordinary shares subject to possible redemption is calculated by dividing the net income, net of applicable taxes, if any, by the weighted average number of shares of ordinary shares subject to possible redemption outstanding for the period. Net income per ordinary share, basic and diluted for and non-redeemable ordinary share is calculated by dividing net income less income attributable to ordinary shares subject to possible redemption, by the weighted average number of shares of non-redeemable ordinary shares outstanding for the period presented.
Recent Accounting Standards
Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our unaudited condensed financial statements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not required for smaller reporting companies.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are controls and other procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer (together, the “Certifying Officers”), or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.
Under the supervision and with the participation of our management, including our Certifying Officers, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were effective as of the end of the quarterly period ended June 30, 2026.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting that occurred during the fiscal quarter covered by this Quarterly Report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
16
Item 6. Exhibits
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report.
18
| * | Filed herewith. |
| ** | These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Exchange Act nor shall they be deemed incorporated by reference in any filing under the Securities Act, except as shall be expressly set forth by specific reference in such filing. |
19
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| WEST ENCLAVE MERGER CORP. | ||||||
| Date: August 11, 2026 | By: | /s/ Emilio Mahuad Quijano | ||||
| Name: | Emilio Mahuad Quijano | |||||
| Title: | Co-Chief Executive Officer | |||||
| (Co-Principal Executive Officer, Principal Financial and Accounting Officer) | ||||||
| Date: August 11, 2026 | By: | /s/Adrian Otero Rosiles | ||||
| Name: | Adrian Otero Rosiles | |||||
| Title: | Co-Chief Executive Officer | |||||
| (Co-Principal Executive Officer) | ||||||
20